LEADTOOLS Software License Agreement

IMPORTANT

LEAD TECHNOLOGIES, INC. IS WILLING TO LICENSE LEAD SDK(S) TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THE LICENSE AGREEMENT PRINTED BELOW, INCLUDING WITHOUT LIMITATION, THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNITY PROVISIONS. PLEASE READ THE TERMS CAREFULLY BEFORE CLICKING THE ACCEPT BUTTON DURING INSTALLATION, AS SUCH CONDUCT INDICATES YOUR ACCEPTANCE TO ALL OF THE TERMS OF THE LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS, LEAD TECHNOLOGIES, INC. IS UNWILLING TO LICENSE THE LEAD SDK(S) TO YOU AND YOU ARE NOT PERMITTED TO INSTALL OR USE THE LEAD SDK(S).

This License Agreement (“Agreement”) is a legal agreement between LEAD Technologies, Inc. (“LEAD”), a North Carolina corporation, principally located in Charlotte, North Carolina, and you (either an individual or single entity) (“Licensee”), and is effective the date Licensee installs and uses the applicable LEAD SDK(s).

1. DEFINITIONS

As used herein, the following terms, when capitalized, will have the following meanings:

“Licensee” means the person or entity entering into this Agreement with LEAD. Any person who is entering into this Agreement on behalf of an organizational entity represents that he or she has the authority to bind such entity.

“End User Software” means an end user program which Licensee develops using the LEAD SDK and into which the Redistributables are incorporated, and which contains significant additional functionality over and above the functionality contained in the LEAD SDK.

“Redistributables” are those runtime libraries and files intended for duplication and distribution with the End User Software. The Redistributables are identified in the “Files to be Included with Your Application” section of the LEAD SDK help file.

“Development License” means the license granted pursuant to section 2 below allowing Licensee to use the LEAD SDK to develop End User Software by integrating the Redistributables into End User Software.

“Deployment License” means the license granted pursuant to section 3 below allowing Licensee to copy, deploy and redistribute the Redistributables to end users as part of the End User Software.

“Deployment of End User Software” includes any and all copies of End User Software installed, used, distributed, leased, sold or otherwise disposed of by Licensee, and any of its customers, employees, distributors, resellers, affiliates or other channel partners, and includes, Internal Deployments, Hosted Service Deployments and Commercial Deployments.

“Commercial Deployment” means any distribution and other disposition of End User Software by Licensee to third party end users, either directly or through distribution channels. Commercial Deployments occur where Licensee is acting as an ISV, OEM or solution provider offering End User Software to the public in the form of Single User Deployments, Concurrent Deployments, Server Deployments, Multi-User Deployments and/or in some other deployment model approved by LEAD.

“Internal Deployment” means Licensee is deploying End User Software, including Single User Deployments, Concurrent Deployments, Server Deployments, Multi-user Deployments and/or some other deployment model approved by LEAD on hardware devices either (i) owned or controlled by Licensee or (ii) hosted by a third party “cloud” provider and used solely for business or personal use by Licensee and its employees and contractors.

“Hosted Service Deployment” is a type of Deployment where Licensee is hosting End User Software on Licensee’s machines (or on a third party “cloud” provider’s machines) for consumption or commercial use by customers, vendors and other third parties. Examples of a “Hosted Service Deployment” include End User Software operated by a service bureau, application service provider, software as a service (SaaS), outsource facility, and any public facing End User Software hosted by Licensee (on premises or via a third party “cloud” provider) accessible by customers and third parties via the internet or other network.

“Single User Deployment” means installation of the End User Software by Licensee and/or its customer on a stand-alone PC, work station, mobile device or other hardware for use by a single named user. End User Software that is deployed as Single User is intended for interactive use by the named end user, and has a GUI requiring the user to control the application by mouse, keyboard, touch-screen or similar means. A Single User Deployment also is applicable where End User Software is distributed to client machines through a deployment server or other network device via a CAB file or similar mechanism and installed on the client machine. Single User Deployments are commonly referred to as desktop licenses, client licenses, stand-alone licenses, app licenses and user licenses.

“Concurrent Deployment” means Licensee has built a reasonable method of concurrency into the End User Software so that, although installed on multiple PCs for single user usage, only a limited number of users are technically permitted to use the End User Software at the same time. For example, if the End User Software is installed on one hundred (100) PCs, but only ten (10) users may be logged in to use the End User Software at the same time, licensing for ten (10) Concurrent Deployments would be required instead of 100 Single User Deployment licenses. The fact that a server application is “queuing” jobs sent to it, and processing one job at a time, is not considered concurrency for purposes hereof. This type of deployment would be a Server Deployment. A Concurrent Deployment also occurs if Licensee issues client licenses on a subscription type model and wishes to recapture client licenses that are no longer subscribed and assign such licenses to another user. Concurrent licenses are also commonly referred to as floating licenses.

“Server Deployment” includes the following: (i) End User Software installed on a networked device accessible by one or more persons who can independently operate the End User Software from another machine; (ii) End User Software installed on a networked device running as a service that accepts connections from other machines or applications (for example, a headless process to watch a folder or other data sources for work originating from other machines), and (iii) End User Software deployed to a browser from a webserver, such as an HTML5 based application, where the End User Software is not installed on the client machine but is in use by the client machine while the user is connected to the webserver.

“Multi-User Deployment” means a computer installation designed to service the public or multiple un-named users, and not a single named user or set of concurrent named users, such as a kiosk or a scan station.

“Deployment License Fee” means the required payment by Licensee to LEAD for each Deployment of End User Software made by Licensee.

2. GRANT OF DEVELOPMENT LICENSE

For each Development License of the LEAD SDK purchased by Licensee, LEAD grants Licensee a non-exclusive, non-transferable, perpetual, worldwide license for one (1) named programmer to install the LEAD SDK on a personal computer and use the LEAD SDK, including its documentation and sample code, in the development of End User Software. Licensee may install the LEAD SDK on one additional development computer, such as a laptop computer, for use by Licensee’s named programmer when such person’s primary development computer is not available. Licensee may also install the LEAD SDK on up to two (2) additional “build” machines in use by other developers, provided that the other developers are not programming with the LEAD SDK. Only one (1) named programmer is permitted to program using the LEAD SDK for each Development License purchased by Licensee. Additional Development Licenses, (including licenses for additional named programmers and/or additional build machines) may be procured at discounted pricing by contacting LEAD’s sales department. The license granted hereunder applies only to the designated version of the accompanying LEAD SDK. If the LEAD SDK is an upgrade, it, and the product that was upgraded constitutes a single copy of the LEAD SDK for purposes hereof and the new version and product that was upgraded may only be used by the same named programmer.

3. GRANT OF DEPLOYMENT LICENSE

LEAD grants Licensee (and only Licensee) a non-exclusive, non-transferable, worldwide license to reproduce (and have reproduced) exact copies of the Redistributables and include such files in the End User Software, and to make Internal Deployments, Hosted Service Deployments and Commercial Deployments of the End User Software, to end users for their use, without further distribution, subject to the following terms and conditions:

(a) Deployment License Application Process. First, Licensee will apply for a Deployment License by completing a Deployment License Application form (“DLA”) which, among other things, will identify whether Licensee’s End User Software is for Internal Deployment, Hosted Service Deployment or Commercial Deployment and the type and manner of deployment (Single User, Concurrent, Multi-User, Server).

(b) Deployment License Grants for Internal Deployments. For all LEAD SDKs, Licensee must pay a Deployment Licensee Fee for each Internal Deployment, including Single User Deployment, Concurrent User Deployment, Server Deployment and Multi-User Deployment made by Licensee. Based on the information provided in Licensee’s DLA, LEAD will provide Licensee a firm Deployment License Fee quotation for the number and type of Deployment Licenses for Internal Deployments being acquired by Licensee. Upon payment of the required Deployment License Fees, LEAD will issue Licensee a license certificate evidencing the number, type and duration of Deployment Licenses granted to Licensee for Internal Deployment. No Deployment License is granted until such time as Licensee has purchased the applicable Deployment License.

(c) Deployment License Grants for Commercial Deployments and Hosted Service Deployments. For all LEAD SDKs, Licensee must execute a Commercial Deployment License agreement prior to making any Commercial Deployment or Hosted Service Deployment. The Commercial Deployment License agreement will contain the pricing and other terms and conditions for Commercial Deployment and Hosted Service Deployment of End User Software. Under no circumstances may Licensee make any Commercial Deployment or Hosted Service Deployment until such time as LEAD and Licensee have executed a Commercial Deployment License agreement.

(d) Deployment Files. Runtime license files, developer keys or similar items (“Deployment Files”) are required to be included with the End User Software when deployed. Without the appropriate Deployment Files, the End User Software will expire. For Internal Deployments, LEAD will provide Licensee its Deployment Files when Licensee has completed the Deployment License Application form and purchased its required Deployment Licenses. For Commercial Deployments and Hosted Service Deployments, LEAD will provide Licensee its Deployment Files when Licensee has executed the Commercial Deployment License.

(e) Record Keeping and Reporting. Licensee agrees to maintain full, clear and accurate records regarding its use of the LEAD SDK and the deployment of the End User Software and will promptly respond to inquiries from LEAD’s license compliance department, including responding to an annual deployment activity report. Deployment License Fees for any Deployments of End User Software that Licensee deploys without first purchasing the appropriate Deployment License will be billed at a default rate equal to LEAD’s standard rates for quantity one (1) of the applicable Deployment License Type. Volume discounts for Deployment Licenses are only available for Deployment Licenses that are purchased prior to Deployment by Licensee. LEAD shall have the right, no more than once during any calendar year, to have an independent certified public accountant or other disinterested third party inspect the relevant records of Licensee on thirty (30) days’ notice and during regular business hours to verify the reports and payments required to be made hereunder. Should an underpayment in excess of five percent (5%) be discovered, Licensee will pay the cost of the audit.

(f) Duration of Deployment Licenses. Unless otherwise stated in a duly executed License Certificate, Deployment Licenses for Internal Deployments and Hosted Service Deployments are valid for one (1) year and must be renewed on an annual basis for as long as Licensee is using the End User Software. Deployment Licenses for Commercial Deployments will have the duration set forth in the applicable Commercial Deployment License executed by LEAD and Licensee.

(g) New Versions; Upgrades. Minor version updates to the LEAD SDK (e. g. patches or point releases) are provided to Licensee free of charge. Licensee may license major new versions of the LEAD SDK (designated either as a whole number or a .5 release, e. g. LEADTOOLS version 19, 19.5, 20 or such other major version designation as may be hereafter adopted by LEAD) by purchasing a Development License to the new version at LEAD’s then prevailing upgrade price. No additional deployment licensing is required for deploying minor version updates to Licensee’s duly licensed install base for the End User Software. For Internal Deployments and Hosted Service Deployments, if a major new version of the LEAD SDK is included in an upgrade to the End User Software, no additional Deployment License Fee will be required for so long as Licensee is paying the required annual Deployment License Fees. For Commercial Deployments, the Deployment License upgrade pricing and maintenance options will be set forth in the Commercial Deployment License executed by LEAD and Licensee.

(h) OEM Distribution. If Licensee wishes to use an OEM who will modify the End User Software and copy it, Licensee must first obtain an OEM distribution license from LEAD or must require the OEM to obtain a license from LEAD. Duplication or redistribution of the End User Software, or any portion thereof, by the users of the End User Software, without a separate written redistribution license from LEAD, is prohibited.

(i) Registration. No rights to copy or redistribute the End User Software are granted until such time as Licensee has properly registered and activated the LEAD SDK with LEAD and obtained its Deployment Files.

4. OTHER LICENSE TERMS AND RESTRICTIONS

The licenses granted under this Agreement are expressly conditioned upon Licensee’s compliance with all the terms and conditions of this Agreement. Licensee may not use, copy, rent, lease, sell, sublicense, assign or otherwise transfer the LEAD SDK except as expressly provided for in this Agreement. Licensee may make a reasonable number of archival copies of the LEAD SDK. Except for the Redistributables, Licensee shall not distribute any files contained in the LEAD SDK, including without limitation, .LIB, .H, .MAK, .DEF, .TXT, .PDF, .HLP files or any sample source code. Licensee acknowledges that the LEAD SDK, in source code form, remains a confidential trade secret of LEAD and/or its suppliers and therefore Licensee agrees that it shall not modify, decompile, disassemble or reverse engineer the LEAD SDK, or attempt to do so, except as permitted by applicable legislation. Licensee shall not reproduce, copy or transfer any Documentation, except Licensee may use the sample source code examples contained in the Documentation for the purpose of developing the End User Software subject to the following limitations: (i) Licensee may not use the sample source code for any purpose other than developing the End User Software and (ii) Licensee may not disclose, redistribute or otherwise transfer any of the sample source code, or any source code derived from the sample source code. Licensee acknowledges that the sample source code is a confidential trade secret of LEAD, and Licensee shall treat the sample source code in the same manner as Licensee treats its own trade secret information, but in no event less than a reasonable degree of protection. Any Licensee employee or contractor who has access to the sample source code must be bound by a written nondisclosure agreement prohibiting him from disclosing any trade secret information of Licensee and/or its suppliers. Licensee may not use the LEAD SDK to develop an application that directly or indirectly utilizes LEAD’s Redistributables existing in another application that has been developed by Licensee or some third party. Licensee agrees to refrain from disclosing any unlock keys, serial numbers or activation codes to any third party or otherwise take any action intended to circumvent copyright protection or other anti-piracy measures implemented by LEAD with respect to the LEAD SDK. The End User Software developed by Licensee must be an “end user application.” An “end user application” is a specific application program that is licensed to a person or firm for business or personal use and not with a view toward redistributing the application or any part of the application, and may be either an application that is used by Licensee internally, or an application that is commercially distributed to end users for their use. A user of an end user application may not modify or redistribute the application and may not copy it (other than for archival purposes). The End User Software may only be offered to end users in object code form. Licensee’s license agreement covering the End User Software must contain restrictions prohibiting redistribution, modification and copying of the End User Software. Only one (1) end user application may be developed for each Development License purchased by Licensee. Nothing herein will be deemed to allow use of LEAD SDKs in the development of products offered as web services, ActiveX control, development toolkits, dynamic link libraries (DLLs), software with an application programming interface (API), compilers, operating systems or any other software not falling within the above definition of End User Software. If Licensee wishes to use the LEAD SDK in a manner prohibited by this Agreement, Licensee should contact LEAD’s OEM department to determine whether a special license may be obtained. Upon LEAD’s request, Licensee agrees to send LEAD one demonstration copy of the End User Software.

5. EVALUATION VERSION LICENSE

If Licensee is using an "evaluation version" of the LEAD SDK, then the licenses granted hereunder are limited as follows: (a) Licensee is granted a license to use the LEAD SDK for a period of sixty (60) days counted from the day of installation (the "Evaluation Period") solely for purposes of evaluation and testing the LEAD SDK to determine if Licensee wishes to purchase a license for the release version of the LEAD SDK; (b) upon completion of the Evaluation Period, Licensee shall either i) delete the LEAD SDK from the computer containing the installation, or ii) obtain a paid Development and Deployment License of the LEAD SDK from LEAD or any of its resellers; and (c) any End User Software developed with the evaluation version of the LEAD SDK may not be deployed other than internally for testing purposes, and will not be distributed or used for any purpose other than evaluating the functionality and performance of the LEAD SDK.

6. PAYMENT TERMS; PURCHASE ORDERS

Licensee will pay all valid LEAD invoices on a timely basis. If Licensee is more than 30 days past due on any invoice, Licensee agrees to pay finance charges equal to one and a half percent (1.5%) per month or at the maximum rate permitted by law, whichever is less, on all over due and unpaid invoices until paid in full. All license fees and other amounts due LEAD are denominated and will be paid in United States Dollars and are exclusive of any and all applicable taxes. Licensee is responsible for paying any sales, use, value added or other taxes (other than federal and state taxes levied on LEAD’s income) in connection with the licenses granted hereby and will indemnify LEAD from any claims or damages associated with the nonpayment of such taxes. LEAD accepts purchase orders provided Licensee obtains credit approval from LEAD’s credit department. To the extent any term of a purchase order is inconsistent with the terms of this Agreement, Licensee agrees that the terms of this Agreement are controlling.

8. EXPORT LAW

Licensee acknowledges and agrees that the LEAD SDK and End User Software may be subject to restrictions and controls imposed by the United States Export Administration Act, as amended (the “ACT”), and the regulations thereunder. Licensee agrees and certifies that neither the LEAD SDK nor any direct product thereof (e.g. the End User Software) is being or will be acquired, shipped, transferred or re-exported, directly or indirectly, to any person or into any country prohibited by the ACT and the regulations thereunder or will be used for any purpose prohibited by the same. Licensee bears all responsibility for export law compliance of the End User Software and will indemnify LEAD against all claims based on Licensee’s unauthorized exporting of the End User Software.

9. U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND

Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer LEAD SDK clause at DFARS 252.227-7013 and FAR 52.227-19, as applicable. Manufacturer/Contractor is LEAD Technologies, Inc., 1927 South Tryon Street, Suite 200, Charlotte, NC 28203.

10. TERM: TERMINATION

The Development License granted hereunder is effective until terminated as provided below. Deployment Licenses are effective for the period described on the applicable duly executed license certificate/commercial deployment license agreement. Licensee may terminate this Agreement at any time by providing notice to LEAD and executing a certificate of destruction or other termination document required by LEAD. Further, any material breach of this Agreement or any corresponding Commercial Deployment License shall automatically terminate the licenses granted by this Agreement, including any Deployment Licenses. In the event Licensee ceases doing business, is adjudged bankrupt or becomes insolvent, LEAD may, at its sole option, terminate this Agreement by giving ten (10) days written notice. Upon termination, Licensee shall cease using the LEAD SDK and cease using or distributing the End User Software containing the Redistributables and will cause any and all resellers and distributors to cease distributing the End User Software. All restrictions prohibiting Licensee’s use of the LEAD SDK and intellectual property provisions relating to LEAD SDK running to the benefit of LEAD will survive termination of the license pursuant hereto. Termination will not affect properly granted end user licenses of the End User Software distributed by Licensee prior to termination, provided all Deployment License Fees have been paid for such end user licenses granted by Licensee.

11. EXCLUSION OF WARRANTIES

LICENSEE HAS HAD FULL OPPORTUNITY TO EVALUATE AND TEST THE LEAD SDK TO DETERMINE IF IT MEETS LICENSEE’S REQUIREMENTS. ACCORDINGLY, LEAD SDK IS PROVIDED “AS IS” AND LEAD MAKES NO PERFORMANCE WARRANTY OR OTHER WARRANTY OF ANY KIND, WHATSOEVER, AND LICENSEE ACKNOWLEDGES THAT NO REPRESENTATIONS OF ANY KIND HAVE BEEN MADE CONCERNING THE LEAD SDK ON WHICH LICENSEE IS RELYING IN ENTERING INTO THIS AGREEMENT AND LICENSING THE LEAD SDK.

ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. NOT ALL JURISDICTIONS ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND THUS THE FOREGOING LIMITATION MAY NOT APPLY TO LICENSEE.

12. INDEMNIFICATION

In the event that a claim is filed in a court of competent jurisdiction alleging that the LEAD SDK used within the scope of the license granted hereunder directly infringes any copyright or trade secret of any third party (“Infringement Action”), LEAD shall indemnify, defend and hold Licensee harmless from and against such Infringement Action and any and all costs, damages, penalties and expenses, including reasonable attorneys’ fees, finally resulting from or awarded in actions attributable to such claim, provided that (a) Licensee promptly notifies LEAD in writing of the existence of such Infringement Action when Licensee becomes aware of such Infringement Action, (b) LEAD has control of the defense of such Infringement Action and all related settlement negotiations, and (c) Licensee provides all reasonable assistance and cooperation in such defense. In the event of an infringement claim for which LEAD is obligated to indemnify Licensee, LEAD may, at its sole discretion, (i) obtain a license that allows Licensee to continue using the LEAD SDK, or (ii) replace or modify the LEAD SDK so as to be non-infringing in a manner that does not materially affect its functionality. The foregoing represents LEAD’s sole responsibility to Licensee in the event of a third party infringement claim of any kind, and it is agreed that LEAD will have no responsibility or liability whatsoever in connection with any third party patent claims.

Licensee is fully responsible for the marketing, sale, support, installation, and distribution of the End User Software to Licensee’s customers. Licensee will indemnify and hold LEAD harmless from and against all liability, loss, cost, damage or expense, including reasonable attorney’s fees, arising from Licensee’s distribution of the End User Software, including any claims made by Licensee’s customers or other third parties.

13. LICENSEE’S REMEDIES: LIMITATIONS

IN NO EVENT SHALL LEAD BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF THE LEAD SDK, REGARDLESS OF WHETHER LEAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LEAD’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED AMOUNTS PAID TO LEAD BY LICENSEE UNDER THE TERMS OF THIS AGREEMENT. LICENSEE UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. NOT ALL JURISDICTIONS ALLOW LIMITATIONS OF LIABILITY, AND THUS THE FOREGOING LIMITATION MAY NOT APPLY TO LICENSEE.

14. STANDARDS LICENSING; RIGHTS OF CONTENT OWNERS

Certain technologies such as MPEG 2, MPEG 4, AAC and H.264 may be subject to third party patents, including patents managed by MPEG LA and Via Licensing, Inc. LEAD has obtained a patent license from MPEG LA and Via Licensing which covers LEAD’s distribution of its products. LEAD’s license does not extend to Licensee’s End User Software. Licensee is responsible for obtaining any and all third party patent licenses for the deployment and distribution of the End User Software, including any licenses required by MPEG LA or Via Licensing, and will indemnify and hold LEAD harmless from any and all patent claims asserted against LEAD which arise by virtue of Licensee’s distribution or deployment of the End User Software. Additionally, Licensee agrees that it will not use the LEAD SDK or End User Software for any unlawful purpose, including without limitation, for copying, distributing, broadcasting or publishing the copyrighted works of any third party without a proper content license, and Licensee will indemnify and hold LEAD harmless from any and all claims asserted against LEAD as the result of any wrongful actions taken by Licensee.

15. TECHNICAL SUPPORT AND MAINTENANCE

LEAD’s technical support policies and annual maintenance plan benefits are posted on LEAD’s website (www.leadtools.com) and LEAD reserves the right to amend and modify its technical support policies and annual maintenance plan from time to time, in its sole discretion. Licensee agrees that LEAD may collect and freely use any and all technical information or other submissions regarding the LEAD SDK, including feature requests and product suggestions, provided by Licensee to LEAD’s support and technical sales departments. Licensee agrees that LEAD is not responsible for providing technical support to Licensee’s customers or other end users of the End User Software.

16. GENERAL

This Agreement shall be interpreted, construed, and enforced according to the laws of the State of North Carolina. In the event of any action under this Agreement, the parties agree that federal and state courts located in Charlotte, North Carolina will have exclusive jurisdiction and that a suit may only be brought in Charlotte, North Carolina and Licensee submits itself for the jurisdiction and venue of the state and federal courts located in Charlotte, North Carolina. This Agreement constitutes the entire agreement and understanding of the parties and may be modified only in writing signed by both parties. No officer, salesman, or agent has any authority to obligate LEAD by any terms, stipulations or conditions not expressed in the Agreement. All previous representations and agreements, if any, either verbal or written, referring to the subject matter of this Agreement are void. If any portion of this Agreement is determined to be legally invalid or unenforceable, such portion will be severed from this Agreement and the remainder of the Agreement will continue to be fully enforceable and valid. This Agreement, and the rights hereunder, may not be assigned by Licensee, whether by oral or written assignment, sale of assets, merger, consolidation or otherwise, without the express written consent of LEAD. Licensee agrees to be responsible for any and all losses or damages arising out of or incurred in connection with the End User Software. Licensee agrees to defend, indemnify and hold LEAD harmless from any such loss or damage, including attorney’s fees, arising from Licensee’s breach of any term of this Agreement Portions of the LEAD SDK are protected by copyright and other proprietary rights of third party LEAD SDK vendors, who shall be deemed to be intended third party beneficiaries of this Agreement. Licensee may be held directly responsible by third party vendors for acts relating to the LEAD SDK which are not authorized by this Agreement.